<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
HARBINGER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1817306
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1277 LENOX PARK BOULEVARD
ATLANTA, GA 30319
(404) 467-3000
(Address of Registrant's principal executive offices, including zip
code and telephone number, including area code)
------------------------------
HARBINGER CORPORATION 1996 STOCK OPTION PLAN,
AMENDED AND RESTATED HARBINGER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
AND
AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full title of Plans)
------------------------------
LOREN B. WIMPFHEIMER, ESQ.
DIRECTOR OF LEGAL AFFAIRS
HARBINGER CORPORATION
1277 LENOX PARK BOULEVARD
ATLANTA, GA 30319
(404) 467-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee
to be Registered Registered Share (1) Price (1) (1)
<S> <C> <C> <C> <C>
COMMON STOCK,
$.0001 PAR VALUE
PER SHARE 1,387,500 SHARES $8.59 $11,918,625 $3,516.00
=========================================================================================================
</TABLE>
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(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of the
Registrant's Common Stock on August 14, 1998.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement on Form S-8 (File No. 33-96774)
filed by Registrant on September 8, 1995, the Registration Statement on Form S-8
(File No. 333-03247) filed by Registrant on May 7, 1996, the Registration
Statement on Form S-8 (File No. 333-30219) filed by Registrant on June 27, 1997,
and the Registration Statement on Form S-8 (File No. 333-42959) filed by
Registrant on December 22, 1997 are hereby incorporated by reference into this
Registration Statement. The following documents filed by the Company with the
Commission are incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the year ended December 31,
1997, filed with the Commission on March 31, 1998;
(ii) The Proxy Statement dated April 1, 1998, filed with the
Commission on March 30, 1998;
(iii) Quarterly Reports on Form 10-Q for the quarter ended March 31,
1998 and June 30, 1998, filed with the Commission on May 15, 1998 and
July 14, 1998, respectively;
(iv) Current Reports on Form 8-K filed with the Commission on
January 2, 1998; on February 24, 1998; and on May 27, 1998; and
(v) The description of the common stock, $.0001 par value per
share of the Registrant ("Common Stock") included in Harbinger's
Registration Statement on Form 8-A filed with the Commission on June
22, 1995 (as amended by Form 8-A/A filed with the Commission on
August 21, 1995).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Investor
Relations Department, Harbinger Corporation, 1277 Lenox Park Boulevard, Atlanta,
Georgia 30319, telephone number (404) 467-3000.
<PAGE> 3
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Amended and Restated Articles of Incorporation of Harbinger
Corporation (Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-93804) dated August 22, 1995).
4.2 Amended and Restated Bylaws of Harbinger Corporation
(Incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996).
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality
of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PriceWaterhouseCoopers
23.3 Consent of Ciulla, Smith & Dale, LLP.
23.4 Consent of Morris Manning & Martin, L.L.P. (included in
Exhibit 5.1).
24 Power of Attorney (included at Page 5 of this Registration
Statement).
99.1 Third Amendment to the Harbinger Corporation 1996 Stock Option
Plan (Incorporated by reference to Exhibit 99.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
99.2 Second Amendment to the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 99.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
99.3 Fourth Amendment to the Harbinger Corporation Amended and
Restated 1993 Stock Option Plan for NonEmployee Directors
(Incorporated by reference to Exhibit 99.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 20th day of
August, 1998.
HARBINGER CORPORATION
By: /s/ David T. Leach
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David T. Leach
Chief Executive Officer
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints C. Tycho Howle, David T. Leach and/or Joel G.
Katz, jointly and severally, as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign a Registration Statement
relating to the registration of shares of common stock on Form S-8 and to sign
any and all amendments (including post effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing required or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<S> <C> <C>
/s/ C. Tycho Howle Chairman of the Board August 20, 1998
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C. Tycho Howle
/s/ David T. Leach Chief Executive Officer and Director August 20, 1998
- -------------------------- (Principal Executive Officer)
David T. Leach
/s/ James C. Davis Chief Operating Officer, President August 20, 1998
- -------------------------- and Director
James C. Davis
/s/ Joel G. Katz Chief Financial Officer August 20, 1998
- -------------------------- (Principal Financial Officer and Principal
Joel G. Katz Accounting Officer)
/s/ William D. Savoy Director August 20, 1998
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William D. Savoy
/s/ William B. King Director August 20, 1998
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William B. King
/s/ Stuart L. Bell Director August 20, 1998
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Stuart L. Bell
/s/ Klaus Neugebauer Director August 20, 1998
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Klaus Neugebauer
/s/ Ad Nederlof Director August 20, 1998
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Ad Nederlof
/s/ Benn R. Konsynski Director August 20, 1998
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Benn R. Konsynski
/s/ John D. Lowenberg, Sr. Director August 20, 1998
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John D. Lowenberg, Sr.
/s/ David Hildes Director August 20, 1998
- --------------------------
David Hildes
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Amended and Restated Articles of Incorporation of Harbinger
Corporation (Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-93804) dated August 22, 1995).
4.2 Amended and Restated Bylaws of Harbinger Corporation
(Incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996).
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality
of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PriceWaterhouseCoopers
23.3 Consent of Ciulla, Smith & Dale, LLP.
23.4 Consent of Morris Manning & Martin, L.L.P. (included in
Exhibit 5.1).
24 Power of Attorney (included at Page 5 of this Registration
Statement).
99.1 Third Amendment to the Harbinger Corporation 1996 Stock Option
Plan (Incorporated by reference to Exhibit 99.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
99.2 Second Amendment to the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 99.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
99.3 Fourth Amendment to the Harbinger Corporation Amended and
Restated 1993 Stock Option Plan for NonEmployee Directors
(Incorporated by reference to Exhibit 99.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Morris, Manning & Martin]
August 20, 1998
Harbinger Corporation
1277 Lenox Park Blvd.
Atlanta, Georgia 30319
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Harbinger Corporation, a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8, of a
proposed offering of 1,387,500 shares of the Company's common stock, $.0001 par
value per share ("Shares"), issuable pursuant to the Harbinger Corporation 1996
Stock Option Plan, the Amended and Restated Harbinger Corporation Employee Stock
Purchase Plan and the Harbinger Corporation Amended and Restated 1993 Stock
Option Plan for NonEmployee Directors (collectively, the "Plans").
We have examined and are familiar with the originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records,
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of Shares under the Plans as would be necessary and
advisable for purposes of rendering this opinion. Based upon and subject to the
foregoing, we are of the opinion that the Shares have been duly authorized and,
when issued as contemplated by the Plans, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Larry W. Shackelford
Larry W. Shackelford
7
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Harbinger Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Harbinger Corporation of our report dated February 14, 1998, relating to
the consolidated balance sheets of Harbinger Corporation as of December 31, 1997
and 1996, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, and the related financial statement schedule, which reports
appear in or are incorporated by reference in the 1997 Annual Report on Form
10-K of Harbinger Corporation.
Our reports dated February 14, 1998, which included references to other auditors
with respect to 1996 and 1995, as they relate to the 1996 and 1995 consolidated
financial statements of Premenos Technology Corp. and subsidiaries, and to the
1995 combined financial statements of Supply Tech, Inc. and Supply Tech
International, LLC which are included in the consolidated financial statements
of Harbinger Corporation, are based solely on the reports of the other auditors
as it relates to the amounts included for Premenos Technology Corp. and
subsidiaries for 1996 and 1995, and for Supply Tech, Inc.
and Supply Tech International, LLC for 1995.
KPMG Peat Marwick LLP
Atlanta, Georgia
August 18, 1998
8
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statements of
Harbinger Corporation on Form S-8 of our report dated January 31, 1997, except
for Paragraph 3 of Note 16 as to which the date is March 16, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Premenos Technology Corp. and subsidiaries as of December 31, 1996, and for the
years ended December 31, 1996 and 1995.
PriceWaterhouseCoopers
San Francisco, California
August 18, 1998
9
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Harbinger Corporation:
We consent to the use of our report dated February 19, 1997 relating to the
combined statements of operations, shareholders' equity (deficit), and cash
flows of Supply Tech, Inc. and Supply Tech International, LLC for the year ended
December 31, 1995 included in Harbinger Corporation's Form 8-K/A Amendment No. 1
filed on March 18, 1997 and Harbinger Corporation's Current Report on Form 8-K
filed on July 1, 1997 and incorporated by reference in the Form S-8 Registration
Statement of Harbinger Corporation.
Ciulla, Smith & Dale, LLP
Southfield, Michigan
August 18, 1998
10
